CCF: Elysees Fonds

HSBC Holdings PLC 17 September 2003 The following is the text of a paid advertisement to appear in the Hong Kong press on 18 September 2003. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement Purchase of 49 per cent of the capital of Elysees Fonds - Connected Transaction A subsidiary of HSBC Holdings plc has agreed to acquire 49 per cent of the capital of Elysees Fonds for 14 million euros (HK$122.4 million). Elysees Fonds is an asset management entity specialising in employee savings business. Elysees Gestion, a wholly owned subsidiary of CCF S.A., which is a 99.99 per cent subsidiary of HSBC Holdings plc, has agreed to acquire 49 per cent of the share capital of Elysees Fonds from Mederic-Prevoyance ("Mederic") and URRPIMMEC ("Malakoff"), French health and provident insurance institutions, for 14 million euros (HK$122.4 million). This transaction is conditional upon, and will be completed at the same time as, a disposal of part of the business of Elysees Fonds to Mederic and Malakoff for a consideration of 2.25 million euros (HK$19.7 million). The business as a whole was acquired in 1997. Elysees Gestion currently owns 51 per cent of Elysees Fonds. Mederic and Malakoff own 49 per cent of Elysees Fonds through a 50/50 joint venture Prevoyance et Epargne Salariale, but do not have any other connected relationships with HSBC. The consideration of 2.25 million euros (HK$19.7 million) in respect of the disposal of part of the business of Elysees Fonds to Mederic and Malakoff is within the de minimis exemption under Rule 14.24(5) of the Listing Rules. As the total consideration amount (being 14 million euros (HK$122.4 million)) is within the de minimis exemption in respect of connected transactions under Rule 14.25(1) of the Listing Rules, details of the purchase of 49 per cent of Elysees Fonds will be included in the Company's next published annual report and accounts in accordance with Rule 14.25(1)(A) to (D) of the Listing Rules. Agreement date: 16 September 2003 Completion date: Completion is expected at the end of December 2003 but is subject to French regulatory approval. Vendors: Mederic and Malakoff. Purchaser: Elysees Gestion. Assets to be acquired: 49 per cent of the share capital of Elysees Fonds. Consideration: 14 million euros for 49 per cent of Elysees Fonds; 2.25 million euros for disposal of part of the business of Elysees Fonds. The consideration was agreed on an arms length basis based on P/E and discounted cashflow method and on normal commercial terms. Payment terms: Payment will be made in cash on completion. For and on behalf of HSBC Holdings plc R G Barber Group Company Secretary 18 September 2003 HSBC Holdings plc Incorporated in England with limited liability. Registered in England: number 617987 Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ United Kingdom This information is provided by RNS The company news service from the London Stock Exchange
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